Wary
by Maria Law
Summary: On a cold night in November, Grace Holloway has a run in with the last person she ever expected to see. The Doctor is lonely beyond words. Can the two of them sort things out?


The night air was cool and refreshing against Grace's skin as she jogged up the walk from her vehicle. She struggled to produce her house key and balance both her purse and the bag of groceries she'd picked up on the way home. The house looming up before her was still and silent as was the entire neighborhood.

Thanksgiving always made for a lonely time for Grace.

Her mother lived in Boston and her father had passed away eighteen years earlier, from congestive heart failure, and there had been no siblings. So Grace spent the holidays alone... or working, but this Thanksgiving she had been given the evening off.

Grunting under the strain, she cried out as she lost her balance on the step.

Before she could hit the ground, strong hands grabbed her just below the arm pits and held her steady. Fear surged through her as she looked up and found herself staring into a pair of troubled blue eyes centered in a face that seemed careworn and wary.

"Are you going to hurt me?"

Grace knew that was a stupid question considering this man was on her doorstep in a deserted neighborhood where no one would hear her screams in the dead of night. She swallowed and her muscles strained as she prepared to run the minute this man released her.

He just stared down at her with a cold, flat expression that only frightened her more.

She tried to smile and failed. "Look, take my purse and my car... I won't tell anyone."

Instead of responding, he merely hoisted her easily to her feet and stood staring down at her. He was a tall man with a good build that his dark sweater and black leather jacket did little to hide. The angles and plains of his face were that of a man who was no more than forty, but who had seen more suffering than anyone should. His hair was closely cropped to his head and he had a set of ears that the word large very accurately described. In his eyes, Grace swore that she could see a sadness that took her very breath away.

He took a step forward and Grace knew she was going to have to defend herself. She took a swing aimed at his head with the only thing that she had in her hands; the long, thick, deep green zucchini that she had purchased earlier at the supermarket. The vegetable connected with her would-be attacker's left ear with a loud thunk.

"Ouch!" He yelped as he cupped his ear. "What was that for?"

Grace danced from foot to foot, wielding the vegetable like a miniature baseball bat. "Oh, come off it, buddy! You were going to mug me - or worse, ravish me!"

"I didn't come to steal your purse," he muttered. "and I've never stooped to rape."

The voice that spilled from his lips was slightly hoarse, but rich and ever so British. He reached out to touch her and Grace whacked him on the arm as hard as she could. Her direct hit elicited a yelp of pain from her attacker and a word that sounded both completely foreign and also a curse word at the same time.

He rubbed his arm as he shot an expression at her that pronounced her insane in his view. "Will you stop braining me please?" His blue eyes widened as he took in the weapon she had used against him. "Is that a squash?"

"Nope," Grace spit out, shaking her head. "a zucchini and I'm not afraid to use it!"

Suddenly, a small smile played over the man's lips. He stood ramrod straight and favored her with a strangely smug look that made him appear slightly ridiculous - and even a bit dangerous. "Ah, Grace Holloway, you've not changed a bit! Still the same after all this time, suspicious and innocent all at once. Intriguing, you are." Plunging his hand deep into the front pocket of his jeans, he pulled out an ornate gold pocket watch. "Look familiar? Are you still tending to patients with two hearts, Doctor Holloway?"

Grace froze and the zucchini slipped from between suddenly numb, slack fingers. She heard the much abused vegetable make a dull clunking noise as it hit the paving stones. "Doctor? Is it you?" It couldn't be, but she knew in her heart who was staring out at her from behind those cool, pained eyes.

"In a manner of speaking, yeah," he allowed cautiously.

"Why are you here?" She asked softly.

He jammed his fists into the pockets of the jeans he wore. "I missed you, Grace. I wanted to see you." He looked away from her and toward the empty street. "Can I just talk to you for a bit?"

Grace couldn't find the strength to answer his request. "You regenerated again, didn't you?"

The man before her nodded. "Yeah," he suddenly flashed a manic grin that didn't match the pain she could see in his eyes. "But it's still me, the Doctor. Have you missed me, Grace Holloway?"

"You look so different..." Grace stared openly before feeling a blush steal across her cheeks.

He was still grinning, but a wariness descended over him again. "Good different or bad different?" Clearly, there was a desperation behind his words that was painful to behold. The man that she had known - so full of joy and a childlike innocence, he was gone.

"Just different," she replied softly before turning to unlock her front door. "Please come in."

She turned in time to see the Doctor, alien and Time Lord, squatted down low to the ground and meticulously picking up her scattered and forgotten groceries. It struck her as amusing to see the man who had saved the world doing something as ordinary as bagging groceries and she laughed.

He smiled in return and Grace was happy to see a genuine warmth in his eyes this time. Shrugging, he stood and balanced both grocery bags in his arms easily; despite how overloaded they obviously were. "I thought you might like your supper inside instead of on the lawn. I'll leave you that bloody zucchini since you handled it with such panache."

Grace found herself laughing again as she noticed he had left the zucchini exactly where she had dropped it. She ushered him in and scooped up the zucchini before following him.

----------

The warmth of the interior of the house was like the inside of an oven as it blasted her in the face full force. She had kept the home she had once shared with Brian, her moronic, thieving ex-boyfriend who'd stooped so low as to steal all the furniture while she had been on call. She had entertained the Doctor there briefly on two separate occasions and she remembered both vividly.

"You've redecorated," The Doctor pronounced with satisfaction evident in his voice.

Grace leaned against the door and smiled at the man standing in the center of her living room. "Yup. I take it you approve, Doctor."

She had hired contractors and an architect to rip off the roof and replaced the high drywall ceiling with soaring glass panels that allowed in sunlight as well as the moon and the stars. The living room itself had undergone a major transition from the sleek, modern, minimalist emptiness and harsh lines to a room decorated with subtle touches of the modern and the Victorian period. Warm chocolate brown ruled along side with rich scarlet and the combination, while startling to many, was one that Grace found pleasing.

A chuckle rippled from the Doctor as he set the grocery bags on a nearby end table. "I find the change to be fantastic!" He crossed his arms over his chest and cocked his head as he scanned the room. "This is much more you."

Grace let herself find true delight in her answering laughter. She tossed her keys into a small, empty Waterford candy dish on the stand beside the door. Her mother would have chided her for abusing such an expensive gift, but Grace felt lighter than she had in ages and she didn't care if the dish acquired a few cracks or chips.

"Thanks," she murmured, suddenly shy under the intensity of the Doctor's steely blue eyes. "Hungry?"

He became pensive. "Grace, I can leave..."

"No!" she clasped her hands together behind her back to keep him from seeing how they were shaking. "I'm just a little nervous. I haven't seen you in a while, but I want you to stay. I was planning to cook up a little Thanksgiving feast. You're welcome to join me if you like."

"Turkey with all the trimmings?" The Doctor pulled a face filled with indecision that slowly melted into that manic grin that was quickly becoming endearing to Grace. "Brilliant! Reminds me of the first Thanksgiving back with the Pilgrims and the Native Americans. I swear that I've never met a more greedy, superficial lot than those Pilgrims; all pious in public, but a bunch of bleeding back stabbers and perverts in private. You should have seen Myles Standish chasing after the young girls when he thought no one was looking! The Natives should have tossed those barmy English idiots back into the pond straight away, but no one ever listens to me!"

Grace's brow furrowed. "You told the Native Americans to throw the Pilgrims into the ocean?"

"Of course! I didn't want to feel guilty for not telling the plain truth as it was, but no one listened." He shrugged and held his hands out. "They can't say that I didn't warn them."

She shook her head and marched past him wearing a small grin. "I'm heading to the kitchen. Try not to get into too much trouble."

"Me?" He appeared all innocence and offended dignity. "I resemble that remark."

She laughed at his sly comment. Flicking on the lights, Grace placed the zucchini on the dark granite countertop. She hummed a tune that her mother had been fond of as she began the tedious process of cooking. Grace had never found much enjoyment in cooking, but no one could accuse her of culinary incompetence. She had barely cut up the zucchini and tossed it in a boiling pot of water when a thundering crash followed by the sound of shattering glass grated in her ears.

The Doctor was instantly in the doorway with both of her bags of groceries and wearing another strained, large smile that seemed to be worn rather thin around the edges. "No worries! Just a wee accident, I'll have it fixed up all proper in no time at all." He set her groceries on the counter and produced his sonic screwdriver from the depths of his leather jacket.

Grace smirked. "I don't want to know."

"Probably best that you remain ignorant," he replied before ducking out.

Another crash resounded through the house followed by a shout that sounded like another suspiciously foreign swear word. Grace wondered for just a moment if the Doctor was using a litany of alien languages in order to curse a blue streak with her none the wiser.

She had once referred to his mortal enemy, The Master, as a 'bastard' and had been lectured for what seemed hours about how common and unappealing that manner of talk was to the Doctor.

Grace listened to the quiet sound of the Doctor as he moved around the living room. A smile crossed her lips and she couldn't resist taking a little peek. The Doctor was standing in front of her living room windows with a digital photo frame in his hands; he seemed engrossed in the images as they flashed in sequence across the screen.

There was a picture of her with her mother the last time Grace had gone home to visit, Grace with a group of nurses from the cardiac unit, Grace and her best friend, Marjorie, horseback riding in Napa Valley, and Grace with the little girl she was trying to adopt from Thailand.

In three weeks, Grace would have her answer on the adoption request.

She prayed that she would find herself approved.

"Is this your daughter?" The solemnity of his voice startled her back into reality.

Grace smiled. "Her name is Mali and I'm hoping to adopt her."

"She's lovely," he ran his thumb over the fleeting image before it switched back to that of Grace and her mom. "I had a daughter once."

"You did?" Grace couldn't keep the surprise out of her voice.

The Doctor set the digital frame back on the bookshelf where he had found it. "Does it seem so strange to you that I had a child?" He turned and stared at her; no expression in his eyes.

Grace shook her head. "Not really... you just don't strike me as a family man." At the wince that crossed his face, she held out her hands. "I believe that you must have been a wonderful father! Where is she?"

To her everlasting horror, tears filled his eyes. "Dead."

"Oh my god," she whispered as she brushed her hair back from her forehead. "I'm sorry."

The Doctor drew himself up to his full height, he was so much taller than he had been in his previous incarnation, and stared down at her. A muscle twitched in his left cheek and he seemed stiff and uncomfortable. "It was a long time ago, Grace. People die."

She crept forward and laid a hand on his leather clad forearm. "Yes, people die, but that doesn't make it any easier or less painful to accept when the people that die are loved ones."

He stared down at her hand like it was something he'd never seen before. "They're all dead, Grace, every last one of them..."

"Who?"

The Doctor was silent for a long time before finally meeting her gaze. "My people, my entire family, my home world, Gallifrey - everything and everyone that I've ever loved is dead. I'm on my own now... just me and the TARDIS. Forever."

The desperation and the horror behind his words spurred the healer in Grace to action. She threw her arms around him and pulled him as close to her as she could. The scent of leather mixed with musk and a woodsy, indefinable, clean smell that made her want to melt into him so that neither could tell where one started and the other ended. She had wanted him before, but the timing had been all wrong.

"You're not alone forever," Grace breathed. "I'm here for as long as you need me to be."

He was stiff at first, and she feared he might thrust her away from him, but instead he began to slowly fall to his knees; pulling Grace along with him. The Doctor had his face buried in her neck as he sobbed. This was not any sort of crying that she'd ever experienced before - it was soul-crushing agony and sheer loneliness in its purest and most heart wrenching form.

Grace could feel her blouse growing wet beneath the onslaught. She comforted him as a mother might do... as a lover would do. She kissed him; a soft, tender kiss pressed on the left corner of his lips.

The sensation stopped him cold and he pulled away from her. "Oh Grace, you shouldn't..."

"Let me, I want this," she assured him as she pressed a light kiss on his mouth.

His mouth was sweet and tasted faintly of Guinness. He responded slowly, but his eyes remained pinned to her face as though he was afraid she would disappear. She sighed against his lips as he thrust his hands up into her hair and cupped her head with great gentleness. The smell, taste, and feel of the Doctor on and around her made Grace moan.

For the first time that night, his eyes lost that wary look that had been haunting him.

The Doctor pulled away from her and sniffed the air suddenly. "Do you smell that, Grace?"

"Yes," she stated with a frustrated groan. "it's called unrequited lust."

He grinned madly at her. "I wouldn't say unrequited, but it's not your pheromones I'm talking about. No, it's a deep smell... slightly charred, I'd say."

Grace rolled her eyes before a horrific idea hit her. "The zucchini!"

She and the Doctor were both on their feet at virtually the same time. He followed her to the kitchen where a thick column of black smoke was rising from the once pristine copper pot her mother had given her. Grace looked inside and sighed heavily.

It was the zucchini all right! Well, what was left of it anyway.

"Wonderful!" she stated flatly as she shut off the burner before she burned the house down. Grace noticed the Doctor leaning against the counter watching her with a strange curiosity. "Well?"

He raised one eyebrow. "Don't look at me! I don't do domestic."

Grace couldn't help but laugh. "Oh really? Could you open the window for me?"

The Doctor reached behind him and deftly pushed the window open. "As my lady requests, so shall I obey."

"You mean as long as the lady doesn't ask you to cook."

He grinned and nodded. "Right you are! I'm not much of a cook - I find myself eating loads of take away. Especially chips, love chips! Probably not so good for my tickers."

Grace smiled as she filled the pot full of water. "Are you asking me my professional opinion?"

"No," he stated as his smiled slowly faded away. "I came here to ask you to come away with me. I didn't really care if you had married or had children or had a happy life. What a selfish brat I've become."

"Stop saying that," she admonished with a soft elbow to his side. "I'm flattered that you came to me out of all the people you've known."

The Doctor reached out and cupped her chin; running his callused thumb along her jaw. "Flattered enough to come with me this time, Grace?"

She held her breath as the possibilities whirled through her head like a half-mad dervish. "Where?"

"London," he stated as he continued to stroke her face. "I think that the Nestene Consciousness has set up shop in foggy London town."

"And this is bad?"

The Doctor shrugged. "Maybe, I haven't spoken to them yet. I'm not completely sure they're even really in London. I could be completely wrong!"

She bit her bottom lip as a thousand thoughts flooded her mind. "What about Mali?"

He let his hand drop away from her. "I don't do domestic, Grace. I can't... not after what happened."

Grace felt her heart sink somewhere down in the vicinity of her ankles. "I understand, but I want children, Doctor. I want Mali and she needs me."

"I need you too," The Doctor muttered as he looked at the floor.

"No you don't."

He glanced up sharply. "Grace..."

"Doctor, you need someone younger than me. Someone who is just starting out in her life and who isn't interested in staying put and settling down. I'm forty years old and I want a family before I look in the mirror and discover that it's time for me to retire." Grace hated the pleading tone in her voice. "Can you understand that?"

The Doctor nodded. "Yeah, I understand. I won't come back, Grace, I can't do this again."

"I know," she hugged him tightly for a moment before stepping back. "Right guy, bad timing. The story of my life!"

He leaned forward and pressed a soft kiss against her forehead. "You're fantastic, Grace Holloway, and I promise you that you're going to have a fantastic life!"

Grace just smiled and entwined her arm with his. "Do tell... can I have any pointers?"

"That would be breaking the rules," he teased. "but I can tell you that 2015 is going to be a very busy, very good year for you!"

She released his arm at the front door. "I'll keep that in mind. Good-bye, Doctor."

He smiled brightly down at her. "I hate good-bye... so bloody permanent. See you around has a much better ring to it! Much more like a Time Lord, that is!"

Grace smiled. "See you around, Time Lord."

"Much better," he complimented her before turning and marching down her front steps.

She waited until the Doctor disappeared around the block before shutting the front door. Grace had expected to cry, but she felt strangely happy. Not happy that the Doctor had left, and probably would never return, but happy that she had been able to see him one last time.

She was happy that she had been able to help him.

The phone rang and Grace automatically picked it up. "Hello?"

"Doctor Holloway? This is Sandy Benowitz from the adoption agency."

Grace steeled herself. "Yes, Sandy, how are you?"

"Fine, Doctor. I just wanted to share some happy news with you. We've received word a little early that your adoption petition has been approved on all fronts. Mali is your daughter."

"No!"

"Yes! We'll need to get together next week and finalize the arrangements."

Grace laughed. "Fantastic!"


End file.
